-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IP/5oZNcKT4F25MiQeJdL/jRwIxm9fR8unkZhOhx9O5Zv872CU4tCmUMgoW2BXlc oDlUNKI8imJVCZoUr6UQeQ== 0000904454-01-500087.txt : 20010827 0000904454-01-500087.hdr.sgml : 20010827 ACCESSION NUMBER: 0000904454-01-500087 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010824 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60333 FILM NUMBER: 1722571 BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LEXENT INC CENTRAL INDEX KEY: 0001105503 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TELEPHONE INTERCONNECT SYSTEMS [7385] IRS NUMBER: 133990223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129810700 MAIL ADDRESS: STREET 1: 3 NEW YORK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC TO-I/A 1 sctoia_3q-2001.txt AMENDMENT NO. 1 TO SCHEDULE TO RULE 13E-4 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________ SCHEDULE TO (Rule 13e-4) (Amendment No. 1) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 _____________ LEXENT INC. (Name of Subject Company) LEXENT INC. (Name of Person Filing Statement (Offeror)) _____________ Options to Purchase Common Stock, Par Value $.001 Per Share Having an Exercise Price of $13.50 or More (Title of Class of Securities) 52886Q 10 2 (Cusip Number of Class of Securities) (Underlying Common Stock) Sidney A. Sayovitz, Esq. Senior Vice President, Secretary and General Counsel Lexent Inc. Three New York Plaza New York, New York 10004 (212) 981-0700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications On Behalf of the Person Filing Statement) With a Copy to: Merrill A. Ulmer, Esq. Reboul, MacMurray, Hewitt, Maynard & Kristol 45 Rockefeller Plaza New York, New York 10111 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee --------------------- -------------------- $1,037,714 $207.54 ________________________________________________________________________________ * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 2,087,000 shares of common stock of Lexent Inc. having an aggregate value of $1,037,714 as of August 14, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $207.54 Filing Party: Lexent Inc. Form or Registration No.: Schedule TO Date Filed: August 17, 2001 [_] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [_] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [_] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [_] ================================================================================ 2 This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (the "Schedule TO") filed with the Securities and Exchange Commission on August 17, 2001, relating the offer by Lexent Inc., a Delaware corporation (the "Company"), to exchange certain outstanding options to purchase shares of the Company's common stock, par value $.001 per share (the "Common Stock"), granted under the Company's Amended and Restated Stock Option and Restricted Stock Purchase Plan (the "Option Plan") for new options to purchase shares of the Common Stock to be granted under the Option Plan, upon the terms and subject to the conditions described in the Offer to Exchange, dated August 17, 2001 (the "Offer to Exchange"), and the related cover letter and Letter of Transmittal (the "Letter of Transmittal" and, together with the related cover letter and Offer to Exchange, as they may be amended from time to time, the "Offer"). ITEM 1. SUMMARY TERM SHEET. Item 1, which incorporates by reference the information contained in the Offer to Exchange, is hereby amended and supplemented as follows: The information set forth in Exhibit (a)(6) attached hereto is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. Item 2, which incorporates by reference the information contained in the Offer to Exchange, is hereby amended and supplemented as follows: The information set forth in Exhibit (a)(6) attached hereto is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. Item 4, which incorporates by reference the information contained in the Offer to Exchange, is hereby amended and supplemented as follows: The information set forth in Exhibit (a)(6) attached hereto is incorporated herein by reference. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. Item 6, which incorporates by reference the information contained in the Offer to Exchange, is hereby amended and supplemented as follows: The information set forth in Exhibit (a)(6) attached hereto is incorporated herein by reference. ITEM 10. FINANCIAL STATEMENTS. Item 10, which incorporates by reference the information contained in the Offer to Exchange, is hereby amended and supplemented as follows: The information set forth in Exhibit (a)(6) attached hereto is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by adding thereto the following exhibit: 3 (a)(6) Amendment and Supplement to the Offer to Exchange, dated August 24, 2001. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. LEXENT INC. By: /s/ Sidney A. Sayovitz ---------------------------------------------------- Sidney A. Sayovitz Senior Vice President, Secretary and General Counsel Dated: August 24, 2001 5 INDEX TO EXHIBITS Exhibit No. Description - ------- ----------- (a)(1) Offer to Exchange, dated August 17, 2001.* (a)(2) Form of Letter of Transmittal.* (a)(3) Form of Letter to Eligible Option Holders.* (a)(4) Lexent Inc. Annual Report on Form 10-K for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 28, 2001 and incorporated herein by reference. (a)(5) Lexent Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2001, filed with the Securities and Exchange Commission on August 8, 2001 and incorporated herein by reference. (a)(6) Amendment and Supplement to the Offer to Exchange, dated August 24, 2001. (d)(1) Lexent Inc. Amended and Restated Stock Option and Restricted Stock Purchase Plan (filed as Exhibit 4.1 to the Company's Registration Statement on Form S-8 (File No. 333-61958) filed May 31, 2001 and incorporated herein by reference. (d)(2) Form of Option Agreement pursuant to the Lexent Inc. Amended and Restated Stock Option and Restricted Stock Purchase Plan, filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 (File No. 333-30660) filed February 18, 2000 and incorporated herein by reference. ___________________________ * Previously filed. EX-99 3 ea6sctoia_3q-2001.txt EXHIBIT (A)(6) - ON LEXENT LETTERHEAD Exhibit (a)(6) [LEXENT LETTERHEAD] August 24, 2001 To: Valued Employee/Option Holder From: Heather Sisler Manager of Corporate Services Re: Amendment and Supplement to the Offer to Exchange, dated August 17, 2001 We have previously sent to you an Offer to Exchange and a Letter of Transmittal relating to our offer to exchange outstanding options to purchase shares of our common stock having an exercise price of $13.50 or more for new options with an exercise price to be determined. This memorandum amends and supplements information contained in the Offer to Exchange, as follows: The offer expires at 12:00 midnight on September 14, 2001. Therefore, you must deliver, before 12:00 midnight, New York, New York time, on September 14, 2001, a properly completed and duly executed Letter of Transmittal and any other documents required by the letter of transmittal to Lexent Inc., Attention: Heather Sisler, Manager of Corporate Services, Three New York Plaza, New York, New York 10004 (facsimile: (212) 981-9417). If the offer is extended by us beyond September 14, 2001, you must deliver these documents to Ms. Sisler before the extended expiration of the offer. You may withdraw your election to tender options at any time before 12:00 midnight, New York, New York time, on September 14, 2001. If we extend the offer beyond that time, you may withdraw your election to tender options at any time until the extended expiration of the offer. In addition, you may withdraw at any time after 12:00 midnight, New York, New York time, on October 15, 2001 if we have not yet closed the offer and cancelled your tendered options. For purposes of the offer, the definition of the term "business day" means any day other than a Saturday, Sunday or U.S. Federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight. You should be aware that promptly after the expiration of the offer, we will notify each tendering option holder indicating the number of shares subject to the options that we have accepted for exchange and cancelled, the corresponding number of shares that will be subject to the new options and the expected grant date of the new options. In addition, please note that the safe harbor under the Private Securities Litigation Reform Act of 1995 is not available with respect to statements that are made in connection with the offer. The Offer to Exchange is further amended to add certain summary financial information concerning Lexent Inc. as set forth below:
Year Ended December 31, Six Months Ended ---------------------- ---------------- 1999 2000 June 30, 2001 ---- ---- ------------- Results of Operations: (in thousands, except per share data) Revenues....................................... $150,862 $295,993 $139,149 Operating income (loss)........................ 16,214 20,561 (19,734) Net income (loss).............................. $ 7,952 $ 8,576 $(11,050) ======== ======== ======== Net income (loss) per share: Basic....................................... $ 0.32 $ 0.27 $ 0.27 ======== ======== ======== Diluted..................................... $ 0.24 $ 0.22 $ 0.27 ======== ======== ======== Weighted average shares: Basic....................................... 22,721 30,839 41,307 ====== ====== ====== Diluted..................................... 33,531 38,266 * ====== ====== ====== As of December 31, As of June 30, ----------------- ------------- 1999 2000 2001 ---- ---- ---- Financial Position: Current assets................................. $53,654 $181,702 $60,052 Noncurrent assets.............................. 6,725 17,299 20,987 Current liabilities............................ 27,957 40,891 33,711 Noncurrent liabilities......................... 16,216 $7,629 4,172 Book value per common share.................... $0.16 $3.66 $3.45
*Anti-dilutive, therefore, not presented. You should consider the information set forth in this Amendment and Supplement and the previously supplied information contained in the Offer to Exchange in deciding whether to participate in the offer (or whether to modify or rescind your election to participate in the offer if you have already made an election). Any questions or requests for assistance or additional copies of documents referred to in this Amendment and Supplement may be directed to: Lexent Inc. Attention: Heather Sisler Manager of Corporate Services Three New York Plaza New York, New York 10004 Telephone: (212) 981-9429 Facsimile: (212) 981-9417 -----END PRIVACY-ENHANCED MESSAGE-----